UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

___________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) ~~May 11~~June 6, 2017

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Multi Packaging Solutions International Limited

(Exact name of registrant as specified in its charter)

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Bermuda

001-37598

98-1249740

(State or Other Jurisdiction of
Incorporation or Organization)

(Commission

File Number)

(I.R.S. Employer
Identification Number)

Clarendon House, 2 Church Street, Hamilton HM11, Bermuda

(Address of Principal Executive Offices)

(441) 295-5950

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

◻☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

◻☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

◻☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

◻☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (~~17 CFR~~ §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ §240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 21.~~02Results~~02 Termination of ~~Operations~~Material ~~and~~Definitive ~~Financial Condition~~ Agreement

On ~~May 11~~June 6, 2017, and in connection with the Merger (as defined below), Multi Packaging Solutions International Limited, a Bermuda exempted company (“MPS”), ~~issued~~terminated athe ~~press~~Amended ~~release~~and ~~reporting~~Restated ~~its~~Credit ~~financial~~Agreement, ~~results~~dated ~~for~~as ~~the~~of ~~third~~February 14, ~~quarter~~2014, ~~ended~~among ~~March 31~~Multi Packaging Solutions Limited, ~~2017. A~~a ~~copy~~limited ofliability company incorporated under the ~~press~~laws ~~release~~of isEngland ~~furnished~~and asWales, ~~Exhibit~~MPS/CSK 99Holdings, Inc.1, toa ~~this~~Delaware ~~Current~~corporation, ~~Report~~Multi onPackaging ~~Form~~Solutions, ~~8-K~~Inc., ~~The~~a ~~information~~Delaware ~~furnished~~corporation, ~~with~~MPS ~~this~~Mustang ~~Item 2~~Corp.02, ~~including~~a ~~Exhibit~~Delaware ~~99.1~~corporation, Multi ~~shall~~Packaging ~~not~~Solutions beGlobal ~~deemed~~Limited, ~~“filed”~~a ~~for~~limited ~~purposes~~liability ofcompany ~~Section 18~~incorporated ofunder the ~~Securities~~laws ~~Exchange~~of ~~Act~~England ofand ~~1934~~Wales, asthe ~~amended,~~other orguarantors ~~otherwise~~party ~~subject~~thereto from time to time, the ~~liabilities~~lenders ofparty ~~that~~thereto ~~section,~~from ~~nor~~time ~~shall~~to ittime beand ~~deemed~~Barclays ~~incorporated~~Bank byPLC, ~~reference~~as administrative ~~into~~agent ~~any~~and ~~other~~collateral ~~filing~~agent ~~under~~(as ~~the~~amended, ~~Securities~~restated, ~~Act~~supplemented ofor ~~1933,~~otherwise asmodified ~~amended~~from time to time, ~~except~~the as“Credit ~~expressly~~Agreement”). ~~set~~No ~~forth~~early bytermination ~~specific~~penalties ~~reference~~were incurred by MPS in ~~such~~connection awith ~~filing.~~the termination of the Credit Agreement.

InItem ~~the press release MPS presents certain non-GAAP financial measures~~2.01 ~~MPS~~Completion ~~management~~of ~~believes~~Acquisition that presenting these non-GAAP financial measures provides meaningful information to investors in understanding operating results and may enhance investors’ ability to analyze financial and business trends. In addition, MPS management believes that these non-GAAP financial measures allow investors to compare period to period results more easily by excluding items that could have a disproportionately negative or ~~positive~~Disposition impact on results in any particular period. Non-GAAP measures are not a substitute for GAAP measures and should be considered together with the GAAP financial measures. Our non-GAAP financial measures may not be comparable to other similarly titled measures of ~~other companies.~~ Assets

On June 6, 2017, pursuant to ~~Item~~the ~~9.01Financial~~Agreement ~~Statements~~and Plan of Merger, dated as of January 23, 2017 (the “Merger Agreement”), by and ~~Exhibits~~among WestRock Company, a Delaware corporation (“WestRock”), WRK Merger Sub Limited, a Bermuda exempted company and a wholly-owned subsidiary of WestRock (“Merger Sub”), and MPS, Merger Sub merged with and into MPS (the “Merger”), with MPS surviving the Merger as a wholly-owned subsidiary of WestRock.

At the effective time of the Merger, each issued and outstanding common share of MPS (other than shares owned by (i) MPS or WestRock or any of their respective subsidiaries or (dii) any ~~Exhibits~~MPS shareholder who did not vote in favor of the Merger and who complied with all of the provisions of the Companies Act 1981 of Bermuda concerning the right of shareholders to require appraisal of their shares) was automatically canceled and converted into the right to receive $18.00 per common share of MPS (the “Merger Consideration”), without interest.

Exhibit No.		Description
99.1		Press Release dated May 11, 2017.

Each MPS restricted stock award that was outstanding at the effective time of the Merger was canceled in exchange for the right to receive the Merger Consideration, without interest. Each MPS restricted stock unit award that was outstanding at the effective time of the Merger that was subject to performance-based vesting conditions was canceled in exchange for the right to receive the Merger Consideration, without interest, with all applicable performance goals calculated as of the closing date of the Merger as provided in the applicable agreement governing such restricted stock unit award. Each MPS restricted stock unit award that was outstanding at the effective time of the Merger that was not subject to performance-based vesting conditions was assumed by WestRock and converted into an award of restricted stock units of WestRock after giving effect to appropriate adjustments to reflect the consummation of the Merger, as set forth in the Merger Agreement.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to MPS’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 24, 2017, and is incorporated herein by reference.

The Merger Agreement and the above description of the Merger Agreement have been included to provide investors with information regarding the terms of the Merger Agreement. It is not intended to provide any other factual information about WestRock, MPS or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement and may be subject to limitations agreed upon by the parties in connection with negotiating the terms of the Merger Agreement, including being qualified by confidential disclosures made by each party to the other for the purposes of allocating contractual risk between them that differ from those applicable to investors. In addition, certain representations and warranties may be subject to a contractual standard of materiality different from those generally applicable to investors and may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. Information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by WestRock or MPS. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of WestRock, MPS or any of their respective subsidiaries, affiliates or businesses.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On June 6, 2017, in connection with the consummation of the Merger, MPS requested that the New York Stock Exchange (“NYSE”) suspend trading of common shares of MPS effective prior to the market opening on June 7, 2017, remove MPS common shares from listing on the NYSE, and file a notification of removal from listing on Form 25 with the SEC with respect to the delisting of MPS common shares and the deregistration of MPS common shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). MPS intends to file with the SEC a certification on Form 15 under the Exchange Act requesting the deregistration of MPS common shares under Section 12(b) of the Exchange Act and the suspension of MPS’s reporting obligations under Section 13 and 15(d) of the Exchange Act.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.

Item 3.03

Material Modification to Rights of Security Holders

As described in Item 2.01 of this Current Report on Form 8-K, at the effective time of the Merger, each issued and outstanding common share of MPS (other than shares owned by (i) MPS or WestRock or any of their respective subsidiaries or (ii) any MPS shareholder who did not vote in favor of the Merger and who complied with all of the provisions of the Companies Act 1981 of Bermuda concerning the right of shareholders to require appraisal of their shares) was automatically canceled and converted into the right to receive the Merger Consideration, without interest.

In addition, at the effective time of the Merger:

•

each outstanding MPS restricted stock award was canceled in exchange for the right to receive the Merger Consideration, without interest;

•

each outstanding MPS restricted stock unit award that was subject to performance-based vesting conditions was canceled in exchange for the right to receive the Merger Consideration, without interest, with all applicable performance goals calculated as of the closing date of the Merger as provided in the applicable agreement governing such restricted stock unit award; and

•

each outstanding MPS restricted stock unit award that was not subject to performance-based vesting conditions was assumed by WestRock and converted into an award of restricted stock units of WestRock after giving effect to appropriate adjustments to reflect the consummation of the Merger, as set forth in the Merger Agreement.

The information set forth in Items 2.01, 3.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

Item 5.01

Change in Control of Registrant

As a result of the consummation of the Merger, and upon effectiveness of the Merger, a change in control of MPS occurred, and MPS became a wholly-owned subsidiary of WestRock.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

Pursuant to the terms of the Merger Agreement, as of the effective time of the Merger, each of the eight directors of MPS (Marc Shore, Zeina Bain, George Bayly, Richard H. Copans, Eric Kump, Gary McGann, Thomas S. Souleles, and Jason J. Tyler) voluntarily resigned from the board of directors of MPS and from all committees of the board of directors on which they served. As of the effective time of the Merger, the directors became Steven C. Voorhees and Ward H. Dickson.

As of the effective time of the Merger, Marc Shore (Chief Executive Officer), Dennis Kaltman (President), Rick Smith (Executive Vice President), and Ross Weiner (Vice President and Chief Financial Officer) were removed, as a matter of law pursuant to the terms of the Merger Agreement and the Companies Act 1981 of Bermuda, as amended, from their respective positions as officers of MPS. As of the effective time of the Merger, Steven C. Voorhees became the Chief Executive Officer of MPS and Ward H. Dickson became the Chief Financial Officer and Executive Vice President of MPS. Information regarding each of Messrs. Voorhees and Dickson has been previously disclosed in WestRock’s Annual Report on Form 10-K, originally filed with the SEC on November 25, 2016 and WestRock’s Definitive Proxy for its 2017 Annual Meeting of Stockholders, originally filed with the SEC on December 16, 2016, and such information is incorporated herein by reference.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the bye-laws of MPS were amended and restated in their entirety to be identical (except with respect to the name of MPS) to the bye-laws of Merger Sub.

A copy of the Amended and Restated Bye-Laws of MPS is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated January 23, 2017, among WestRock Company, WRK Merger Sub Limited and Multi Packaging Solutions International Limited (incorporated by reference to Exhibit 2.1 of MPS’s Current Report on Form 8-K filed on January 24, 2017)

3.2		Amended and Restated Bye-Laws of Multi Packaging Solutions International Limited, as amended on June 6, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~MULTI PACKAGING SOLUTIONS INTERNATIONAL LIMITED~~		MULTI PACKAGING SOLUTIONS INTERNATIONAL LIMITED
Date: May 11, 2017	By:	/s/ Ross Weiner
Date: June 6, 2017			By:	/s/ Robert B. McIntosh
		Ross Weiner
				Name:	Robert B. McIntosh
		Vice President and Chief Financial Officer
				Title:	Executive Vice President and General Counsel
		(Principal Financial Officer)

EXHIBIT INDEX

Exhibit No.		Description
ExhibitNo.		Description
99.1		Press Release dated May 11, 2017.
2.1		Agreement and Plan of Merger, dated January 23, 2017, among WestRock Company, WRK Merger Sub Limited and Multi Packaging Solutions International Limited (incorporated by reference to Exhibit 2.1 of MPS’s Current Report on Form 8-K filed on January 24, 2017)
3.2		Amended and Restated Bye-Laws of Multi Packaging Solutions International Limited, as amended on June 6, 2017

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